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shaft, excavation, or hole, whether used for mining or otherwise, or whether dug, sunk, or excavated for the purpose of mining, to obtain water, or for any other purpose, within this state, shall, during the time they may be employed in digging, sinking, or excavating, or after they may have ceased work upon or abandoned the same, erect or cause to be erected good and substantial fences or other safeguards and keep the same in good repair around such works or shafts, sufficient to securely guard against danger to persons and animals from falling into such shafts or excavations.
(110.) SEC. 2. Any person, being a resident of the county and knowing or baving reason to believe that the provisions of section one of this act are being or have been violated within such county, may file a notice with any justice of the peace or police judge therein, which notice shall be in writing, and shall state: First, the location, as near as may be, of the hole, excavation, or shaft; second, that the same is dangerous to persons or animals, and has been left or is being worked contrary to the provisions of this act; third, the name of the person or persons, company, or corporation who is or are the owners of the same, if known, or if unknown, the persons who were known to be employed therein; fourth, if abandoned and no claimant; and, fifth, the estimated cost of fencing or otherwise securing the same against any avoidable accidents.
(111.) SEC. 3. Upon the filing of the notice, as provided for in the preceding section, the justice of the peace or judge of the police court shall issue an order, directed to the sheriff of the county or to any constable or city marsbal therein, directing such officer to serve a notice, in manner and form as is prescribed by law for service of summons, upon any person or persons or the authorized agent or agents of any company or corporation named in the notice on file, as provided in section two of this act.
(112.) Sec. 4. The notice thus served shall require the said persons to appear before the justice or judge issuing the same, at a time to be stated therein, not more than ten nor less than three days from the service of said notice, and show, to the satisfaction of the court, that the provisions of this act have been complied with, or if he or they fail to appear, judgment will be entered against him or them for double the amount stated in the notice on file; and all proceedings bad therein shall be as prescribed by law in civil cases; and such persons, in addition to any judgment that may be rendered against them, shall be liable and subject to a fine not exceeding the sum of one bundred dollars for each and every violation of the provisions of this act, which judgments and fines shall be adjudged and collected as provided for by law.
(113.) Sec. 5. Suits commenced under the provisions of this act shall be in the name of the state of Nevada, and all juiigments and fines collected shall be paid into the county treasury for county purposes.
(114.) Sec. 6. If the notice filed with the justice of the peace or police judge, as aforesaid, shall state that the excavation, shaft, or hole has been abandoned, and no person claims the ownership thereof, said justice of the peace or judge sball notify the board of county commissioners of the county, or either of them, of the location of the same, and they shall, as soon as possible thereafter, cause the same to be so fenced or otherwise guarded as to prevent accidents to persons or animals; and all expenses thus incurred shall be paid, first, out of the fines and judgments collected in accordance with the provisions of this act, as other county expenses : Provided, That nothing herein contained shall be so construed as to compel the county commissioners to fill up, fence, or otherwise guard any shaft, excavation, or hole unless in their discretion the same may be considered dangerous to persons or animals.
CHAP. XVI.-OF THE PROTECTION OF MINES AND MINING-CLAIMS.
AN ACT for the protection of wines and mining-claims. (Approved Decomber 17, 1862; Sess. Laws, 1862, p. 33; Comp. Laws, vol. 1, p. 41.) Sec.
Sec. 117. Actions for injurios sustained by mismanagement of adjacent 119. Survey may be applied for; what affidavit shall stato; notico companies.
of application, and how served; order of court; costs. 118. Lien of juilgment and continuation thereof.
(117.) Section 1. Any person or persons, company, or corporation, being the owner or owners of or in possession, under lease or contract, for the working of any mine or mines within the territory of Nevada, shall have the right to institute and maintain an action, as provided by law, for the recovery of any damages that may accrue by reason of the manner in which any mine or mines have been or are being worked and managed by any person or persons, company, or corporation who may be the owner or owners or in the possession of and working such mine or mines under a lease or contract, and to prevent the continuance of the working and managing of such mine or mines in such manner as to hinder, injure, or by reason of tunnels, shafts, drifts, or excavations, the mode of using, or the character and size of the timbers used, or in anywise endangering the safety of any mine or mines adjacent or adjoining thereto.
(118.) SEC. 2. Any judgment obtained for damages under the provisions of this act shall become a lien upon all the property of the judgment debtor or debtors not exempt from execution in tbe territory of Nevada, owned by bim, her, or them, or which may afterwards be acquired, as is now provided for by law, which lien shall continue two years, unless the judgment be sooner satisfied.
(119.) SEC. 3. Any person or persons named in the first two sections of this act shall have the right to apply for and obtain from any district court, or the judge thereof, within this territory, an order of survey, in the following manner: An application shall be made by filing the affidavit of the person making the application, which affidavit shall state, as near as can be described, the location of the mine or mines of the parties complained of, and, as far as known, the names of such parties; also the location of the mine or mines of the parties making such application, and that he has reason to believe, and does believe, that the said parties complained of, their agent, or employés are or have been trespassing upon the mine or mines of the party complaining, or are working their mine in such manner as to damage or endanger the property of the affiant. Upon the filing of the affidavit as aforesaid, the court or judge sball cause a notice to be given to the party complained of, or the agent thereof, which notice shall state the time, place, and before whom the application will be heard, and shall cite the party to appear in not less than fire nor more than ten days from the date thereof, to show cause why an order of survey should not be granted; and, upon good cause shown, the court or judge shall grant such order, directed to some competent surveyor or surveyors, or to some competent mechanics, or miners, or both, as the case may be, who shall proceed to make the necessary examination as directed by the court, and report the result and conclusions to the court, which report shall be filed with the clerk of said court. The costs of the order and survey shall be paid by the persons making the application, unless such parties shall subsequently maintain an action and recover damages, as provided for in the first two sections of this act, by reason of a trespass or damage done or threatened prior to such survey or examination having been made; and in that case such costs shall be taxed against the defendant as other costs in the suit. The parties obtaining such survey shall be liable for any unnecessary injury done to the property in the making of such surrey,
CHAP. CXIV.-OF THE FORMATION OF CORPORATIONS.
officers when majority of trustees fail to quality, etc.
auction. 3399. Stocks held by executors. 3400. Pledge of stocks. 3401. Capital stock not to be reduced, etc.; proviso. 3402. Debts not to exceed amount of stock paid in; trustees liable
AN ACT to provide for the formation of corporations for certain purposes. (Approved March 10, 1865; Sesa. Laws, 1865, p. 359: Corp.
Laws, vol. 2, p. 272.) (3389.) SECTION 1. Corporations for manufacturing, mining, milling, ditching, mechanical, chemical, building, navigation, transportation, farming, banking, hotel and inn keeping, and ore-reduction purposes, or for the purpose of engaging in any other species of trade, business, or commerce, foreign or domestic, may be formed according to the provisions of this act, such corporations, and the members thereof, being subject to all the conditions and liabilities herein imposed, and to none others: Provided, That nothing in this section shall be so construed as to authorize the formation of banking corporations for the purpose of issuing or circulating money or currency within this state, except the federal currency and the notes of banks authorized under the laws of the Congress of the United States; nor shall bank notes or paper of any kind be permitted to circulate as money in this state, other than the federal currency and the notes of banks authorized by the laws of the Congress of the United States.
NOTE.—This act was amended February 27, 1869 (Sess. Lawa, 1869, p. 95).
(3390.) SEC. 2. Any three or more persons who may desire to form a company for any one or more of the purposes specified in the preceding section may make, sign, and acknowledge before some person competent to take the acknowledgment of deeds, and file and have recorded in a book provided for that purpose, in the office of the clerk of the county in which the principal place of business of the company is intended to be located, and a certified copy, under the hand of the clerk and the seal of the court of said county, in the office of the secretary of state, il certificate, in which shall be stated the corporate name of the company, the object for which the same shall be formed, the amount of its capital stock, the time of its existence—not to exceed fifty years—the number of shares of which the capital stock shall consist, tlie number of trustees, and their names, who shall manage the concerns of the company for the first six months, and the name of the city, town, or locality, and county in which the principal place of business of the company is to be located.
(3391.) SEC. 3. A copy of any certificate of incorporation filed in pursuance of this act, and certified by the county clerk of the county in which it is filed, or his deputy, or by the secretary of state, shall be received in all the courts and places as prima facie evidence of the facts therein stated.
(3392.) SEC. 4. When the certificate shall have been filed, the persons who shall have signed and acknowledged the same, and their snccessors, shall be a body corporate and politic, in fact and in name, by the name stated in their certificate, and by their corporate name have succession for the period limited, and power: First. To sue and be sued in any court having competent jurisdiction. Second. To make and use a common seal, and to alter the same at pleasure. Third. To appoint such officers, agents, and servants as the business of the corporation shall require; to define their powers, prescribe their duties, and fix their compensation. Fourth. To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will, except that no trustee shall be removed from office unless by a vote of a majority of the stockholders, as hereinafter provided. Fifth. To purchase, hold, sell, and convey such real and personal estate as the purposes of the corporation shall require. Sixth. To make by-laws, not inconsistent with the constitution of this state or Constitution of the United States. Seventh. The management of its property, the regulation of its affairs, the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the company, as expressed in its articles of incorporation. Every corporation in this state shall have the power, whenever, at any assessment sale of the stock of said corporation no person will take the stock and pay the assessment thereon, to purchase such stock and hold the same for the benefit of the corporation. All purchases of its own stork by any corporation in this state which have been previously made at assessment sales whereat outside parties have failed to bid, and wbich purchases were for the amount of assessments due, and costs, or otherwise, shall be held valid, and as resting the legal title to the same in said corporation. The stock so purchased shall be held subject to the control of the remaining stockholders, who may make such disposition of the same as they may deem tit. Whenever any portion of the capital stock of any corporation is held by the said incorporation by purchase, a majority of the remaining shares of stock in said incorporation shall be held to be a majority of the shares of the stock in said incorporated company for all purposes of election or voting on any question before a stockholders' meeting.
(3393.) SEC. 5. The corporate powers of the corporation shall be exercised by a board of not less than three trustees, wlo shall be stockholders in the company, who shall, before entering upon the duties of their office, respectively iake and subscribe to an oath, as prescribed by the laws of tbis state, and who shall, after the expiration of the terin of the trustees first selected, be annually elected by the stockholders, at such time and place within the state, and upon such notice, and in such manner, as shall be directed by the by-laws of the company; but all clections shall be hy ballot, and each stockholder, either in person or by proxy. shall be entitled to as many votes as lie or she may own or represent by proxy shares of stock, and the person or persons receiving the greatest number of rotes shall be trustee or trustees. It shall be competent at any time for two-thirds of the stock bolders of any corporation organized under this act to expel any trustre from office, and to elect another to succeed him. In all cases where a meeting of the stockholders is called for the purpose of expelling a trustee and electing his successor, such notice shall be given of the meeting as the by-laws of the company may require. Whenerer any vacancy xhall happen among the trustees, by death, resignation, or otherwise, except by removal, and the election of bis successor as herein provided, it shall be filled by appointment of the board of trustees.
(3394.) SEC. 6. If it shall happen at any time that an election of trusters shall not be ball on the day designated ly the by-laws of the company, the corporation shall not for that reason be lissolved, but it shall be lawful on any other day to hold an election for trustees, in such manner as shall be provided for in the by-laws of the company, .bd all acts of the trustees shall be valid and binding on the company until their successors shall be elected. Whenever a majority of auy newly-elected board of trustees shall fail to qualify apil tile in the office of the company their oath of office within thirty days from the day of their election, it shall be the duty of any officer of the company, upon the request of owners in said company representing not less than ove-third of the capital stock of the corporation owned in the company, to call a meeting of the stockholders of said company, which meeting, when onsembled, shall have power to elect trustees to supply the place of those who have failed to qualify; but such trustees may qualify and enter upon the duties of their office at any time after the said thirty days, if sneh meeting for a new election shall not bave been called.
YOTE.-This act was amended February 24 (Stats. 1-66, p. 79).
3395.) Sec. 7. A majority of the whole number of trustees shall forun a board for the transaction of business, and * Very decision of a majority of the persons duly assembled as a board shall be valid as a corporate act.
13356.) SEC. 8. The first meeting of the trustees shall be called by a notice, signed by one or more of the persous named trustees in the certificate, setting forth the time and place of the meeting; which notice shall be either delivered personally to each trustee or published at least twenty days in sojne newspaper of the county in which is the principal place of business of the corporation, or if no newspaper be published in the county, then in some newspaper nearest thereto in the state.
(3397.) Sec. 9. Whenever the capital stock of any corporation is clivided into sbares, and certificates thereof are Asteal, the stock of the company shall be deemed personal estate. Such shares may be transferred by indorsement and lelivery of the certificate thereof, such indorsement being by the signature of the proprietor, or his or her attorney or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer. In all cases in which shares of stock in corporations now existing, or hereafter incorporated under any law of this state, are held or owned by a married woman, such shares may be transferred by her, her agent, or attorney, without the signature of her husband, in the same manner as if such married woman were a femme sole. All dividends payable upon any shares of stock of a corporation held by a married woman may be paid to such married woman, her agent, or attorney in the same manner as if she were unmarried; and it shall not be necessary for her husband to join in receipt therefor. And any proxy or power given by a married woman, touching any share of stock of any corporation owned by lier, shall be valid, and be binding without the signature of her husband, the same as if she were unmarried.
(3398.) Sec. 10. The stockholders of any corporation formed under this act may, in the by-laws of the company, prescribe the times, manner, and amounts in which the payment of the sums subscribed by them respectively shall be made; but in case the same shall not be so prescribed, the trustees shall have power to demand and call in from the stockholders the sums by them subscribed at such times and in such manner, payments, or installments as they may deem proper. In all cases notice of each assessment shall be given to the stockholders, personally or by publication once a week for at least four weeks in some newspaper published in the county in which the principal place of business of the company is located, and if none be published in such county, then in the newspaper nearest to said principal place of business in the state. If, after such notice has been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, so many of such shares may be sold as will be necessary for the payment of the assessment upon all the shares held by him, her, or them. The sale of said shares shall be made as prescribed in the by-laws of the company, but shall in all cases be made at the office of the company. No sale shall be made except at public auction, to the highest bidder, after a notice of four weeks, published as above directed in this section; and at such sale the person who shall pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemeci the highest bidder.
(3399.) Sec. 11. Whenever any stock is held by any person as executor, administrator, guardian, or trustee, he sball represent such stock at all meetings of the company, and may vote accordingly as a stockholder.
(3400.) SEC. 12. Any stockholder may pledge his stock by a delivery of the certificates, or other evidence of his interest, but may nevertheless represent the same at all meetings and vote as a stockholder.
(3401.) SEC. 13. It shall not be lawful for the trustees to make any dividend except froin the net profits arising from the business of the corporation; nor to divide, withdraw, nor in any way pay to the stockliolders, or any of them, any part of the capital stock of the company; nor to reduce the capital stock, unless in the manner prescribed in this act; and in case of any violation of the provisions of this section, the trustees under wliose administration the same may have happened, except those who may have caused their dissent thereto to be entered at large on the minutes of the board of trustees at the time, or were not present when the same did happen, shall, in their individual and private capacities, be jointly and severally liable to the corporation, and the creditors thereof, to the full amount so divided, withdrawn, or reduced, or paid out: Provided, That this section shall not be construed to prevent a division and distribution of the capital stock of the company wbich shall remain after payment of all its debts upou the dissolution of the corporation or the expiration of its charter.
Note.—This act was amended March 3 (Stats. 1866, p. 188).
(3402.) SEC. 14. The total amount of debts of the corporation shall not at any time exceed tbe amount of capital stock actually paid in, and in case of an excess the trustees under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the iniuntes of the board of trustees at the time, and except those not present when the same did happen, shall, in their individual and private capacities, be liable, jointly and severally, to the said corporation, and in the event of dissolntion, to any of the creditors thereof, for the full amount of such excess.
(3403.) SEC. 15. No corporation organized under this act shall, by any implication or constructiou, be deemed to possess the power of issuing bills, notes, or other evidences of debt for circulation as money.
(3404.) SEC. 16. It shall be the duty of the trustees of every company incorporated under this act to keep a look containing the names of all persons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number of shares of stock held by them respectively, and the time when they became the owners of such shares; which book, and all other books of the company, during the usual business hours of the day, on every day except Sunday and the legal holidays, shall be open for the inspection of stockholders of the company, at the office of the principal place of business of the company; and any stockholder or creditor of the companşmay have the right to demand and receive from the clerk, or other officer having the charge of such, a certified copy of any entry therein, or to demand and receive from any clerk or officer a certified copy of any paper places on tile in the office of the company; and such book or certified copy shall be presumptivo evidence of the facts therein stnted in any action or proceedings against the company, or any one or more of the stockholders.
(3405.) SEC. 17. If at any time the clerk or other officer having charge of such book shall make any false entry, or neglect to make any proper entry therein, or having the charge of any papers of the company, shall refuse or neglect to exhibit the same, or allow the same to be inspected, or extracts to be taken therefrom, or to give a certifieri copy of any entry, as provided in the preceding section, he shall be deemed guilty of a misdemeanor, and shall forfeit and pay to the party injured a penalty of not less than one hundred dollars, nor more than one thousand dollars, and all damages resulting therefrom, to be recovered in an action for debt in any court having competent jurisdiction in the county in which the principal place of business of the corporation is located.
(3406.) Sec. 18. Any company incorporated under this act may, by complying with the provisions herein contrived, increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced so as not to exceed the diminished amount of the capital.
(3407.) SEC. 19. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders shall be called by a notice signed by at least a majority of the trustees, and published at least eight weeks in some newspaper published in the county where the principal place of business of the company is located, or if no newspaper is published in the county, then in some newspaper nearest thereto in the state, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount which it is proposed to increase or (liminish the capital; and a vote of two-thirds of all the shares of stock shall be necessary to increase or diminish the amount of the capital stock.
(3108.) SEO. 20. If, at a meeting so called, a sufficient number of votes have been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, and signed and verified by the affidavit of the chairman and secretary of the meeting, certified to by a majority of the trustees, and filed as required by the second section of this act; and when so filed, the capital stock of the corporation shall be increase or diminished to the amount specitied in the certificate.
(3409.) SEC. 21. Upon the dissolution of any corporation formed under this act, the trustees at the time of tho dissolution shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have power and authority to sue for and recover the debts and property of the corporation, by the name of trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses.
(3410.) SEO. 22. Auy corporation formed under this act may dissolve and disincorporate itself by presenting to the district judge of the district in which the office of the company is located a petition to that effect, accompanied by a certificate of its proper officers, setting forth that at a meeting of the stockholders, called for the purpose, it was decided by a vote of a majority of the stockholders to disincorporate and dissolve the incorporation. Notice of the application shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper of the county once a week for eight weeks, or if no newspaper is published in the county, by publication in the newspaper nearest thereto in the state. At the time or place appoiuted, or at any other time or place to which it may be postponed by the judge, he shall proceed to consider the application, and if satisfied that the corporation has taken the necessary preliminary steps and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.
(3111.) SEO. 23. Any corporation desiring at any time to remove its principal place of business into some other county in the state shall file in the office of the county clerk of such county a certified copy of its certificate of incorporation. If it is desired to remove its principal place of business to some other city, town, or locality within the same county, publication shall be made of such removal at least once a week for four weeks in the newspaper published nearest to the city, town, or locality from which the principal place of business of such corporation is desired to be removed. The formation or corporate acts of no corporation heretofore formed under this act shall be rendered invalid by reason of the fact that its principal place of business may not have been designated in its certificato of incorporation: Prorided, That within six months from the passage of this act such corporation shall cause publication to be made once a week for at least four weeks in a newspaper published nearest to the city, town, or locality where the principal place of business of such corporation has in fact been located, designating the city, town, or locality and county where its principal place of business shall be located. On compliance with the provisions of this section, in the several cases herein mentioned, the principal place of business of any corporation shall be deemed established or removed at or to any designated city, town, or locality and county in the state.
(3412.) SEC. 24. Iu corporations already formed, or which may hereafter be formed under this act, where the amount of the capital stock of such corporation consists of the aggregate valuation of the whole number of feet, shares, or interest in any mining-claim in this state for the working and development of which such corporation shall be or has been formed, no actual subscription to the capital stock of such corporation shall be necessary, but each owner in said mining.claim shall be deemed to have subscribed such an amount to the capital stock of such corporation as under the by-laws will represent the value of so much of his or her interest in said mining claim, the legal title to which he or she may, by deed, deed of trust, or other instrument, vest, or have vested, in such corporation for mining purposes, such subscription to be deemed to have been made on the execution and delivery to such corporation of such deed, deed of trust, or other instrument; nor shall the validity of any assessment levied, or which may hereafter be levied, by the board of trustees of such corporation, be affected by reason of the fact that